i3 Verticals, Inc. (IIIV)
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Baird Global Consumer, Technology & Services Conference 2025

Jun 4, 2025

Moderator

Why don't we go ahead and get started? Today we've got i3 Verticals with us, and from the company we've got Clay Whitson, who's the Chief Strategy Officer, and Geoff Smith, the CFO. They're going to run through a little bit of slides, and we'll open up to Q&A afterwards, but let's get it going.

Clay Whitson
Chief Strategy Officer, i3 Verticals

Okay. I'll start with a little bit of background. This is our third public company. Greg Daily founded all three companies and took them public. I was CFO of all three companies and recently passed the reins to Geoff Smith. When we went public with i3 Verticals in 2018, we were 95% payments and we were 5% software. But we loved that 5%, and we began purchasing software companies. In the last year, we've divested our merchant services business, which was a collection of payments businesses pre-IPO that we had purchased. And we also divested healthcare, our healthcare RCM business. Today we consist of 26 software acquisitions, squarely in the public sector. Payments represented 26% of revenues this last quarter. We still have a strong payments capability, a good payback model. The difference now is that they're all fully integrated into our software.

At a glance, we have over $200 million of revenues. Our adjusted EBITDA margin percentage is in the high 20s. We target high single-digit revenue growth, 50-100 basis points margin improvement each year. We're currently debt-free. We have about $64 million of cash on the balance sheet. We would like to change that with future acquisitions in the public sector. 75% of our revenues are recurring and growing at 9%. It's a healthy mix of revenue types. You can see on the pie chart at the bottom, payments, the largest component of that, SaaS, maintenance, and transaction-based revenues. Geoff will present the next two slides.

Geoff Smith
CFO, i3 Verticals

Sure.

So we've been on a bit of a journey, as you can probably tell from what Clay filled you in on. Something that we have had to really unpack for the market and spend a lot of time educating and bringing people up to speed on is why we made some of these strategic choices, and then what we kind of are today on a go-forward basis. This slide gives us a breakdown of that. When we went public, we were very firmly in the merchant acquiring space, but the thesis was always around pursuing that connection point between software and payments.

Obviously, that's a really, that's where that business, or the payments business, had really kind of been moving in the greenfields where, along the way, we acquired a couple of vertical market software businesses that were just great assets, education kind of being our first kind of anchor point, the 5% that Clay was talking about there. And we found something in the public sector when it came to vertical market software. The strategy kind of, we were pursuing vertical market software businesses, especially where there was payment attachment opportunities, and doing it in a vertical agnostic kind of manner. That's where we built the healthcare vertical. We had the education. We had the public sector. And we had a couple of other small verticals.

The choice to divest the merchant services business really narrowed the focus of the business and narrowed or cleaned up our leverage, cleaned up the story a little bit. But what was important about that was we still kept all the payments capabilities that we had that we were bringing to the vertical market software space. Clay mentioned we kept our Payback Platform. So we still have the platform, and we still have all the scale benefits on the payment side. And that's important when it comes to the vertical market software because we can bring additional value to a lot of the acquisitions we acquire. Not all have a payments opportunity, but many do. It's just a very common thing for these smaller software businesses to either be ignoring a chance to monetize payments, or if they are not ignoring it, to be under-monetizing it.

I'll use two recent examples, our most two recent acquisitions. One was in the permitting and licensing space last fall. No payments revenue whatsoever. We have a similar business that's 50% payments revenue. They were just letting their customers onboard whatever payment solution they wanted to. It was necessary for the software, but they were just bringing à la carte, basically. Go forward, we'll obviously have a great inside sell opportunity there to their existing customers, and all their new business will include payments, and that's a great kind of unlock for us. The most recent acquisition we did just this April, to their credit, they are monetizing payments.

But when we are ultimately able to board those five relationships where they're getting a residual from different merchant acquiring ISO payment relationships over to ourselves, we'll unlock about, we'll basically double the revenue that they're getting off payments over time as we kind of bring those into in-house. So that was the thesis for the business along the way there. The divestiture of the merchant services business is firmly in our rearview mirror at this point. The healthcare business, those were great assets, great businesses, but it made sense that we were really going to need, we kind of reached a point with the RCM business where we were going to need to really pursue that all in and keep scaling in the RCM space, or it might be a scenario where it was worth more to somebody else than it was to us.

And we, along the way, with the public sector, found that this is such a vast market. There is no reason that we do not need to just narrow our focus there. There is plenty of businesses that we can kind of pick up and add to that. To kind of speak to some of the things we like about that space, obviously, there is a lot of transactional revenue opportunities. There is payments flowing through courts, through the schools, through utilities, on ERP platforms. There's lots of opportunities along those lines. It is an extremely fragmented space. From an investor's perspective, something we really appreciate from an IR perspective because it helps bring people up to speed quickly. Tyler Technologies is kind of the, to the extent that there is a scale player in this space, it is them.

I think by their own, they'll be quick to point out just how little of the addressable market they have picked up, maybe call it around 10% or so. It's a really big ocean when it comes to gov tech and these niche solutions that are helping all the different states across the United States and in Canada and etc. do what they need to do for their constituents. And so they kind of what remains of i3 now that we've divested the healthcare space, I'd say that maybe it kind of rhymes with Tyler. It's very similar in terms of end markets. It's similar in terms of kind of the nature of the technology, even the growth profiles and kind of the mix of revenue really overlap nicely. The primary difference is scale. They're, call it, 10-ish times larger than we are.

It's not really a market where scale is a critical strategic value add, but it's certainly worth something. When you kind of drill a layer down, and that's what this slide aims to do, is to kind of give you guys a little more granular look at what we have within our suite of product solutions and which kind of sub-markets within public sector we address. There's a fair amount of differences. So the first on the top right there, this would be justice tech and public safety. I should say, I'll stipulate at the top, all five of these sections are fairly comparable with regards to size. Justice tech is the largest by a slight amount in terms of revenue. So the core enterprise solution here is the case management solution. We always want to, when possible, own the core enterprise solution.

This is going to be the software that a court does all of its business on. It's extremely sticky. It's deeply integrated into their process. And then around it, there's a nice kind of orbital satellite of other software solutions that you can attach to that. We have a number of different CMS solutions. We're also building our own, a brand new kind of like CMS of the future. We call it Justice Tech 3.0. We can kind of come back to CapEx and how we approach that later. And then we have o n the orbital solution side, there's e-filing. There is jury management. There is evidence management. There's the whole public safety stack. That would be like records management and mobile dispatch sold to the sheriffs or the police departments that are interacting with these courts in this space.

We even have what's essentially a revenue cycle management solution that we can attach in these court space. That's actually been a great growth area for us. This is helping courts outsource and take care of their traffic tickets, collections, and things like that, and doing that in a software-enabled way. And that's been a really great grower for us. That is the justice tech public safety space. Obviously, a lot of transactional opportunities. The wins can be you can have a nice steady diet of base hits selling to individual courts, and you can have some nice home runs. We have a statewide implementation in Alabama, in West Virginia, and expanding that to more layers of courts. We won a really big deal over Tyler in Louisiana. So it's a great space for us. We really love it. Next, I'll hit transportation.

So in a different way, this is I mentioned that you can have a lot of base hits in the justice tech space. In the Department of Transportation tech space, that's not the case. These are going to be home runs only, elephant hunting only. This is state-level implementations and deals. You're not really going to find things that aren't seven-figure plus deals. So the core enterprise solution here would be the motor vehicle platform and then the driver's license platform. We play in the motor vehicle space. We have our first deal to do a driver's license implementation. That's not live yet. We'll be excited to see when that's live. Then there's also the tax side of things, the revenue side.

So this would be like IRP and fuel taxes, helping states bill and collect for all these trucks that are driving through on their roads and breaking them down. And there's also some routing software that you can sell in there. It is called PARS. Making sure trucks do not run into bridges and things like that. So another great space, nice transactional opportunities in the motor vehicle side in particular. And then next is utilities. Obviously, a great space for us because it is right in that intersection between payments and software. The core enterprise solution here would be the customer information system. The utilities market, it is best to kind of think about maybe like a stack in terms of various tiers. Tier one being large utilities, maybe a million connection point plus utilities, large cities, and things like that.

And then you kind of go on down, and you get down to tier six, tier seven, and you're getting to like 100,000 and lower, 10,000 connection point utilities, real small municipal things. We play in kind of the at the top of the stack and the bottom of the stack, where the deep end of the pool and the shallow end of the pool. We have a couple of customer information systems ourselves. In fact, that's their most recent acquisition this last April is one of those. So this is like the billing platform for the utility, monetized with payments, bill presentment, all those things. In the deep end of the pool or the large million connection point plus side, that market is very different in terms of its characteristics. The CIS that serves a small utility won't go anywhere near the CIS that serves a large utility.

In that space, utilities, they're in a bad way right now because they have many of them are operating on very old legacy pieces of tech. Some of them are dead products. It is extremely expensive and cumbersome to transition to a new CIS. This is extremely sticky software. For many of them, the only real options that they have in front of them are SAP or Oracle, and the price tag is going to be a nine-figure price tag plus. So in that space, what we have, we acquired a business whose job was to basically help extend the life of these utilities. Along the way, they productized and built software solutions to kind of help doing that. We have what we think is the best customer portal on the market.

A number of the JD Power utilities that are ranked highest for customer satisfaction are on our portal. This is a clean, really modern piece of software that's sitting on top of this old decrepit CIS and helping the customers have a great user experience. What we're excited about in that space is because we have this list of customers already in that space, we have been invited to build our own CIS. We have our first kind of customer lined up there. It's a really exciting addressable market. It's a massive addressable market. And it will be a multi-year kind of build and implementation for that. It's the type of opportunity you only have because you have a great reputation with your existing customers. And again, back to the CapEx point, we have this pathway to distribution because we have this customer base within that.

Next, I'll move to ERP. So this would be the kind of fundamental software here, would be your government fund accounting solution. ERP is kind of the gold standard vertical market software. It's extremely sticky, obviously. It's very hard to transition off of ERP to another. And you have a lot of pricing power and things like that in that space. Our ERP is cloud-native, and you can bring it, we can bring it even across verticals. It's doing really well in the education space. It actually can be sold into utilities as well. It's definitely more tailored towards smaller municipalities. That would be a difference from Tyler, as an example. If it's a large city like Dallas or something like that, Tyler's probably going to go get that ERP deal, and we're going to score a lot of base hits in the ERP space.

This is also where we have one of our best products. It's a board and licensing software. I referenced it actually earlier, the one that's not monetizing its payments at all. It was acquired last fall. Imagine nursing boards, CPA licenses, a consumer affairs department that might have 30 boards that they're overseeing, like massage therapists or hair salons or departments of fish and wildlife. It's software that serves that. We think it's the best product on the market of its kind. It's highly configurable. Its latest version has a lot of low-code/no-code elements to it, a lot of drag-and-drop functionality for these boards to kind of self-service. Because at its core, this is basically a workflow solution for these agencies. And SaaS model, but obviously, there's a lot of opportunity to layer in a payments layer there. Next, I'll hit education.

So this was the original for us. It's a great space. What we're doing in education is enabling school lunches. It's highly transactional, so a lot of payments revenue. We're one of the largest providers of this in the country. Heartland is maybe the name that you'll hear out there as well. PrimeroEdge, Titan, but we think we're about the fourth largest in the country on this. Education has been a great space. It's been a really, really strong, steady grower. There's been some ups and downs when during COVID, the government steps in and provides free school lunch. But this the core kind of new logo growth and expansion of the use of the software within the existing base has been really steady in that kind of 10% low double digits range.

So that kind of articulates the lay of the land of what our solutions are and what we kind of are right now. We think that the market kind of is we still get kind of misunderstood as being primarily a payments play. To the point Clay made earlier, and we break out our revenue. You can find this presentation online. We break out the revenue at a really granular level. You'll see that 25% is still payments revenue. But all that 25% is deeply integrated into these proprietary software solutions. It's no third-party ISVs or anything else like that. So that kind of breaks that down. Just to sum it up from an investor perspective for you all, and then we can get to questions. So sort of two growth propositions for you all. I mean, first, it's organic growth.

This is our primary focus. This is the lever we can pull to affect the best accretion and value for shareholders. The midpoint of our guide on revenue growth is around between 7% and 8%. The long-term expectation is high single digit. Obviously, we see upside on that and are pursuing that aggressively. We're in attractive end markets. These are really sticky, maybe you could say recession-resistant areas and markets. We have a great recurring software base, give or take around 80%, depending on how much kind of license or professional services we have in a given quarter. We're right in that kind of 80% vicinity there on that. And then the public sector in particular, it's such a fragmented space that it's a great place to be competing for business. We feel really good about our long-run growth expectations. And then finally, we've mentioned the divestitures o ur balance sheet is primed.

We have roughly mid-60 million cash on the balance sheet, and we have a $400 million credit facility that's untapped. We have a lot of flexibility right now when we think about capital allocation and what we can do there. We're going to be disciplined. It's not burning a hole in our pocket. We've proven in our track record that we've been able to find good M&A add-on opportunities. We're willing to do the work and do some of the smaller deals that fly below the radar of like a Tyler or some of these other larger strategic acquirers, and especially private equity. We do really well competing head-to-head against private equity. We're really counterpositioned against their value proposition. So that kind of sums up the value of the business from an investor perspective. Wit h that, we'll kind of open to questions, and we really appreciate y'all's interest.

Analyst

No, I appreciate that. For the room, if you have any questions, just raise your hand. We'll call on you and ask some questions. Maybe to start out, just you guys went through kind of an evolution moving from payments more towards public software. Can you kind of talk about what you saw in the market around that merchant services business, why that was something you no longer want to be part of?

Clay Whitson
Chief Strategy Officer, i3 Verticals

Well, a few things. We were receiving feedback from investors that we were too small of a company, too complicated for such a small company. We were in five or six different verticals, and our leverage had gotten above four for a brief time. And we killed two birds with one stone by divesting merchant services. It got our leverage down.

We narrowed our verticals from five or six to two. And payments companies were out of favor in the stock market for several years for various reasons. But it was a great business. We sold it for 10 times EBITDA, which is roughly double what we had bought this group of businesses for. They were pre-IPO businesses.

Analyst

No, very helpful. I mean, maybe diving a little bit deeper into the public market. Very consistent. We had Tyler presenting earlier today. You called them out as one of the large behemoths in the market. Curious what you view as the top attractive features of the public sector, and who is your main competitive landscape you look at?

Geoff Smith
CFO, i3 Verticals

I'll hit that. Tyler is probably who you run into most, and yet I would say that's 10-15% of the time, which speaks to just how broken up this is. Much more often, you're competing against really niche tailored solutions to a particular space or market. There's still a lot of founder-controlled businesses. More and more, there's private equity-controlled businesses. Some of those private equity ones are extremely aggressive on the price increase side of things, which is a favorable thing from a competitive perspective. But it also speaks to just how sticky and how much price control or how much pricing power you have within these businesses. We have been good citizens when it comes to price increases. We have really not aggressively pursued that at all. We've come to realize that we really stick out in that regard. And w e're thinking strategically about what the right level is to price increase go forward.

Clay Whitson
Chief Strategy Officer, i3 Verticals

They have serious needs because they're 20 years behind the times technology-wise. Staffing has become an acute issue. Picture a sheriff's office with one IT person, and their ERP is on a server in the closet. That person gets poached by Amazon because they can now work from home. And it takes them three months to fill in the next person. The former person didn't document what they were doing, so the new person is a little bit lost, and they have to pay double for the new person. It's just an untenable situation for many governments to try to insource the IT function.

Analyst

Yeah, very helpful. Maybe broadening on that too, we see in the public sector, a lot of these times, these governments are very slow to adopt cloud-based solutions. So curious if you guys could talk about your tech architecture and how you guys are structured and positioned relative to the cloud solutions. Are you guys pushing more customers to the cloud? How's that going?

Geoff Smith
CFO, i3 Verticals

Yeah, I mean, we are absolutely a cloud-first business. The vast, vast majority, virtually all of our new sales are cloud solutions. Obviously, we've acquired this business. We've acquired some of these businesses that have been around for a long time. So we do have pieces of our customer base that are on-prem still. You can kind of see that when you look at our revenue detail.

You'll see that maintenance line there, about $8 million a quarter. That is maintenance revenue that is just churning through there. Obviously, that represents opportunity ultimately to bring those customers to the cloud. We're probably not as aggressive as Tyler is about force marching customers in that direction. Again, there is opportunity there. We think that when people run into situations like the one Clay just articulated here, that that type of movement will come. But the cost of maintaining some of these old platforms is going down. I mean, with offshoring and AI, we have a great offshore group that's a proprietary group that we have control directly over in India. We are confident we're able to kind of handle what we have that's older. All of our new software, for the most part, is kind of in a .NET ecosystem to hit your question there.

Analyst

Excellent. I'm looking at the screen too. Twenty-six public sector software acquisitions to date. You guys have been very acquisitive in the past. I know you've made some divestitures. Can you talk about what your M&A philosophy is going forward? Are you guys still looking to make adjacent tuck-in acquisitions?

Clay Whitson
Chief Strategy Officer, i3 Verticals

Yeah, I would expect our go-forward to look a lot like our past. The largest acquisition we've done historically was 87 million. We had one 85 million and one 60 million. Other than those three, they've all been in the 10 million-30 million range. And that's where we can find the best value. They're usually founder-owned. They've never taken outside money. They care about their people, care about their customers, and want to leave their company in good hands.

Analyst

Okay. And m aybe as we think about AI too, that could be an opportunity for M&A. Thinking about it more broadly too, government customers are a little bit slower to adopt AI solutions in general. Just what is your guys' approach and theory on integrating AI into your solutions? Are you guys seeing customers demand that a little bit more from public sector?

Geoff Smith
CFO, i3 Verticals

I would not say I am seeing a lot of customers demand it, but we are being proactive about it, absolutely. AI is really exciting in this space, obviously. The way we have kind of approached it is, I think, measured with a lot of optimism. We have a group that is kind of dedicated internally, basically reviewing these solutions, reviewing these opportunities, and picking select ones to kind of pursue and go after. A lot of those on the front end have been around customer service.

We have chatbots and a lot of extra tools that have been brought to bear already in our services, really enabling that and making that go more efficiently and faster. Obviously, we're in the business of building software. It's already making a massive impact in that regard, helping us not necessarily, I wouldn't say that we're aggressively, it's not like you're taking developers out and replacing it with AI. But what you are getting absolutely already is your individual developers are getting more efficient, and it's coming in kind of spurts. Our VP of Development recently shared an anecdote where they had given a guy kind of a carte blanche to and challenged him to convert a piece of software we had that was on an old language to a new language. And it took him about three weeks to do what would have been probably a six-month team previously.

He did it carefully and really deeply interacting with kind of the prompts and having to do some of it himself. AI-enabled and a great result, really impressive results. So we are seeing things like that, absolutely. From our perspective in the software building space, this is absolutely going to allow us to build more, build better things for our customers, get them out faster, do it more cost-effectively. Long run, it probably will kind of change the way these softwares look. You will maybe see instead of software that you need to be a super user to or you need days of training to know how to use it, it might be a little more natural language. All of this, though, is really exciting if you are in a seat like us. So we 're going to be excited adopters of all this stuff.

It's all kind of downstream of trying to do the best or bring the best products to our customers.

Clay Whitson
Chief Strategy Officer, i3 Verticals

Yeah, go ahead .

Analyst

This is like someone kind of newer to the story is popping in. You guys have higher accruing revenue, growing mid to high single digit, sticky customer base. I'm new to the story. It's super interesting, right? Then I look at Tyler's stock in the last five years, up 60%. And your stock's down.

Clay Whitson
Chief Strategy Officer, i3 Verticals

We do believe we're undervalued. They're 10 times our size. I mean, there's a lot of different, but the growth profile and the margins are all very similar. I can't give you a good reason for the disparity. Yeah.

Geoff Smith
CFO, i3 Verticals

We'd be speculating a little bit to them. We had a lower growth year in 2024. We're in a really nice bounce-back year right now. We've kind of articulated some of those reasons to the market, and they're pretty well in our rearview mirror at this point. That could be part of it. I think confusion around the story is part of it. We're excited to be at this conference and invited by Baird. We don't have analyst coverage here. A lot of our analyst coverage is still kind of its payment space coverage that we had from our original IPO. And those are things that just sort of they don't change on a dime. We're trying to just be patient with people kind of getting wind of the story. We've really enjoyed a lot of our investor conversations over the last two years because there's been a lot of excitement kind of coming in as people are seeing this.

And Tyler, they've got a great valuation, and it's impressive. It is not for us to speak on whether that's too high or otherwise. Certainly, there's been a fair number of investors who I think have seen or maybe were early in Tyler or something like that and have seen things that kind of echo or rhyme here.

Clay Whitson
Chief Strategy Officer, i3 Verticals

Of our analysts, only one other analyst covers Tyler. They're mainly payments analysts because when we went public, we were really a payments company. So there's been a rotation in our shareholder base, more long-term software, old-fashioned growth investors, smaller generally than the payments investors coming in and some of the big payments investors going out.

Analyst

Have you ever thought about maybe it should be a public company? Maybe you just LBO this thing and you have no cash on the balance sheet?

Geoff Smith
CFO, i3 Verticals

I mean, there's plenty of private equity firms that would love to do that for sure. And we have those conversations.

Clay Whitson
Chief Strategy Officer, i3 Verticals

We did that with our last company. Our growth suffered a little bit, incurring so much leverage at our previous company.

Geoff Smith
CFO, i3 Verticals

But I mean, if we did that, a lot of that value accrues to the private equity firm that takes you private as opposed to. Yeah, someone's got to recognize that somewhere. We would love for it to be you all, public investors, ideally.

With that, please join me in thanking Clay and Geoff for joining us today.

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